27
December 2024
Rome Resources
Plc
("Rome" or
the "Company")
Issue of
warrants
Rome Resources Plc (AIM: RMR), the
DRC-focused tin explorer, announces that the Company has issued
221,544,334 warrants (the "Warrants") over new ordinary shares of
0.1 pence each in the share capital of the Company ("Ordinary Shares") to certain directors
of the Company ("Directors"), as detailed below, a
member of the Company's senior management team as well as a
professional adviser to the Company.
If all the Warrants are exercised in
full the Company will receive gross proceeds of a further
approximately £0.78 million.
123,438,467 of the Warrants have
been issued to certain of the Directors, as outlined below, in
recognition of the additional work performed by them for the
Company above and beyond their existing role as non-executive
directors of the Company. For example, Marc
Mathenz has and continues to be materially involved in helping the
new owners of the Mozambique claim and their legal advisors achieve
a settlement of the claim. As noted in the Company's notification
on 24 September 2024, the Company remains fully engaged in this
process and eligible shareholders will be compensated in the event
of a successful settlement of the Mozambique claim. Additionally,
the Company will benefit from a successful claim through recovery
of a portion of historical costs. Similarly, Edouard Etienvre
has played a lead role in securing a strategic investment, a
process which culminated in the successful conclusion of a £4.2mm
fundraise on 24 December 2024.
|
Name
|
Role
|
Existing warrants over
Ordinary Shares held
|
Number of Warrants
granted
|
Total warrants over Ordinary
Shares held following issue
|
|
Marc Mathenz
|
Non-Executive Director
|
18,500,000
|
83,665,933
|
102,165,933
|
|
Edouard Etienvre
|
Non-Executive Director
|
0
|
39,772,534
|
39,772,534
|
Details of the Warrants
The Warrants have an exercise price
of 0.35 pence per Warrant (the "Exercise Price"), being the closing
mid-market price of an Ordinary Share on 24 December 2024, the
business day prior to issue.
The exercise of the Warrants is
conditional on the Company obtaining the requisite authorities to
enable the exercise of the Warrants at the Company's next general
meeting of shareholders ("General
Meeting"). A further announcement will be made by the
Company outlining details of the General Meeting to be
convened.
Each warrant entitles the holder to
acquire one new Ordinary Share at the Exercise Price at any time
from the date of the General Meeting up to the date that is five
years from the date of the General Meeting ("Warrant Exercise Period").
Any Warrants remaining unexercised
after the end of the Warrant Exercise Period shall automatically
expire without compensation. The Warrants are not secured and are
non-transferable by the holders, without the prior consent of the
Company. The Warrants will be in certificated form and none of the
Warrants will be admitted to trading on AIM or any other stock
exchange.
Related Party Transaction
The issue of Warrants over new
Ordinary Shares to Marc Mathenz
and Edouard
Etienvre (the "Issue of Warrants") is deemed to be a
related party transaction pursuant to rule 13 of the AIM Rules for
Companies (together the "Transaction"). Accordingly, Paul
Barrett, Mark Gasson and Klaus Eckhof (being the directors of the
Company not taking part in the Transaction) consider, having
consulted with the Company's nominated adviser, Allenby Capital,
that the terms of the Transaction are fair and reasonable insofar
as the Company's shareholders are concerned.
The FCA notification, made in
accordance with the requirements of the UK Market Abuse Regulation,
is set out at the end of this announcement.
For
further information please contact:
Rome Resources Plc
Paul Barrett, Chief Executive
Officer
Mark Gasson, Chief Operating
Officer
Tel. +44 (0)20 3143 6748
Allenby Capital Limited (Nominated Adviser and Joint
Broker)
John Depasquale / Vivek Bhardwaj /
Lauren Wright (Corporate Finance)
Stefano Aquilino / Joscelin
Pinnington (Sales & Corporate Broking)
Tel. +44 (0)20 3328 5656
OAK
Securities (Joint Broker)
Jerry Keen, Head of Corporate
Broking (jerry.keen@oak-securities.com)
Henry Clarke, Head of Sales
(henry.clarke@oak-securities.com)
Tel. +44 (0)20 3973 3678
Camarco (Financial PR)
Gordon Poole / Emily Hall / Sam
Morris
Tel. +44 (0) 20 3757 4980
OAK Securities is a trading name of
Merlin Partners LLP. Merlin Partners LLP is authorised and
regulated by the Financial Conduct Authority (Reference Number:
449191). Merlin Partners LLP is registered in England and Wales
(Registered Partnership Number: OC317265).
Notification and public disclosure
of transactions by persons discharging managerial responsibilities
and persons closely associated with them.
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
1. Marc
Mathenz
2. Edouard Etienvre
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
1. Non-Executive Director
2. Non-Executive Director
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Rome Resources Plc
|
|
b)
|
LEI
|
2138009YG6AG3K86TN77
|
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary shares of 0.1p each in Rome
Resources Plc ("Ordinary Shares")
Identification code (ISIN) for
Ordinary Shares: GB00BYY0JQ23
|
|
b)
|
Nature of the transaction
|
Grant of Warrants over Ordinary
Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
1. 0.35p
2. 0.35p
|
1. 83,665,933
2. 39,772,534
|
|
|
d)
|
Aggregated information:
-
Aggregated volume
-
Price
|
N/A
|
|
e)
|
Date of the transaction
|
27 December 2024
|
|
f)
|
Place of the transaction
|
Outside of a trading venue
|